Ben 10:Hero Chronicles
by Kyuubi16
Summary: A Canon Retelling of the Ben 10 series starting with episode 1. When a slightly older, smarter, and mature Ben gains the Omnitrix how much will destiny change? Not to mention as secrets come to life a romance between two cousins form as they bond. Image by JadenKaiba.
1. The Summer Begins!

Ben 10:Heroes Chronicles

0

''Normal Speech''

_Inner Thoughts, Dialogue, or reading passages from books and scrolls_

(Quick Notes and Messages or Echoes…Songs you go to Youtube and play. )

**(Dark over lapping echoes)**

**'' Demons, Dark beings speaking, Demonic/Angry characters Speaking as well as extremely Dark spells and Magic.''**

0000000  
>Story Start<br>000

Benjamin Kirby Tennyson was your average thirteen year old. He was into sports, mainly soccer and he liked fast food like chili fries and shakes. He also enjoyed dressing in rather casual clothes. A black and white shirt which was the same color as his tennis and green pants. He also had short brown hair and dark green eyes. From his Gameboy Advance he took a glance at his cousin, Gwendolyn Tennyson. He honestly wasn't sure why she was coming along on the trip. She seemed to spend more time of having her nose in the books or focused on her laptop.

She had fiery red-orange hair and the same shade of dark green eyes he had. She was wearing a light blue top with a shoulder-less dark blue top over it and a white skirt that went down to her to her knees. She was wearing earrings with a little elaborate design.

''So is this what you're going to be doing all vacation?'' Ben asked as he hopped up from his seat and hovered over Gwen trying to see what she was reading.

''You're annoying. Have I ever told you that Ben?'' She asked flipping a page.

''Yes all the time, but better to be annoying then a bookworm I guess.''

''Better to be a bookworm then Bookdumb,'' Gwen retorted.

It was always like that with those two. Always taking potshots at each other and arguing over even minor things. Of course as a result they never really got along well. They were at a campsite their Grandpa Max brought them to on their first trip during this three month vacation. He was a man of his sixties, a plumber; who has a weird fondness for Hawaiian shirts.

''Man this is so...so...boring,'' Ben complained as drolly watched the fire burned.

''Most you complain about everything? I swear you're such a kid sometimes.'' Gwen said in response to Ben's whining.

''Yell well we all can't have a laptop.''

''Can't you two get alone without arguing for fifteen minutes?'' Max was hoping the two of them would finally put their differences aside. Because of his career he wasn't around as often as he could be for his children and he hoped to make that up with his grandchildren. ''Look I'm going to get dinner started. Can you two at least try to get along.''

As Max left the two glanced in each other's direction and looked away. The silence that set in was soon ended when what looked like a shooting star soared over head and landed somewhere in the forest.

''Now that looks interesting. I want to check something out. I'll be right back,'' Ben told Gwen as he zipped up his jacket and went in the direction of the shooting star as Gwen called out to him.

''Ben wait! It could be dangerous.''

''I'll be fine,'' He shouted back not waiting for any other declarations to stop him. He traveled through the forest following the smoke and the smell of some sort of metal. He came to a crater and walked down as he noticed a glowing green light. The first thing that came to mine was radiation, but the atmosphere would be toxic in some manner. He got closer to the wreckage and saw it was some sort of pod. The pod opened and a watch like device appeared. ''No way...what on Earth? Is that a watch?''

Suddenly the thing latched onto his wrist. ''Hey...what the!'' Ben cried out as he tried to pry it off. ''Damn..it won't come off.'' he said as he climbed out of the crater.

''Ben why did you...what is with that watch? You didn't have it before.''

''The wreckage contained some sort of pod. The blasted thing latched on me. No matter how hard I try I can't get it off.''

''Have you tried activating it then? Maybe you can figure out a way to get it off?''

'' I hope you're right about this,'' Ben murmured as he tried activating the dial. He turned it and then the face popped up. The silhouette of something humanoid appeared and he pressed down on it. Gwen shielded her eyes and stepped back as a bright green light enveloped the area. The light died down to reveal a humanoid being, much taller then Ben and made out of fire. He was a mixture of orangish-yellow with patches of red all over his skin saved for his face that was like a candle flame.

''BEN! You're on fire!'' Gwen shouted in disbelief.

Ben smirked or what could be considered a smirk and said, **''...finding me 'hot' all of a sudden cousin?'' **He teased as Gwen frowned and told him, ''Get over yourself hothead.'' She paused for a moment and asked, ''Aren't you...'' She paused trying to find the right word.

**''Hot? No, I feel...different, but not in the way you were expecting.''**

''Let's go find Grandpa. Maybe he'll know something,''

Ben nodded at Gwen's suggestion,worried that he might be stuck like this.

It took all but three minutes to explain what happened when they got to the camp site. ''...and this is the result?'' Max finishes as the two teens nodded. Max sighed as he tried to figure something else. After five more minutes passed Ben decided to try something else. In another flash of light he transformed in some sort of beast. Vaguely canine-looking with features between a lion and gorilla hybrid. Not to mention gills on his neck which seemed to give him radar like sight due to the fact this form didn't have eyes.

''Ben!''

The Vulpimancer turned to the voice as it's tail moved about slightly.

''You shouldn't screw around with the watch. What if you turn into something dangerous.'' she lectured him but Ben paid no mind as he started to sniff Gwen.

''Hey you...what are you...'' _  
><em>

After a few minutes the Vulpimancer disappeared in a flash of green light as Ben stood in its place. ''Whoa...that was a rush.''

''Ben...you're you...what happened.''

''I don't know. I think the Omnitrix spoke to me.''

''Omnitrix?'' Max questioned as he walked up. It was already decided that they pack things up and get ready for a trip early tomorrow morning.

''Yeah. My mind was filled with this rush of information. A device like this can not fall into the wrong hands. From what the voice told me I can use at least ten of these alien forms.''

''Aliens? A transforming watch? This whole thing is crazy.''

''Well you're seeing it for yourself Ben.'' Gwen said as he glanced down at the object.

While this was going on up in a space a ship that was fresh out of battle was undergoing repairs. In a rejuvenation tank was a bluish-green squid like alien who was worse for wear. Three of his limbs were practically gone, with only a small portion of his right arm intact. While he was being healed by tiny machines a subordinate was informing him of something.

_''Sir, during our battle with the Uxorite Xylene when our bridge was damaged many of our systems along with our systems were damaged. It will take weeks before our ship will be fixed my Excellency. Though our trackers have indicated a transmission from the Omnitrix. It has been active for about three hours my excellency.'' _

**''Send the drones to those coordinates and retrieve it now!'' **The voice ordered.

''Ben what's Wraaaaah!'' Ben tackled Gwen to the ground as a laser beam shot right over them.

''Gwen stay down...'' Ben told her as he got up and activated the Omnitrix. A large orange machine with four metallic legs ripped the trees out of it's path. From it's head emerged some kind of scanner as it locked onto Ben.

**''Target Located! Destroy Life Form and Acquire Object!'' **It's cold metallic voice stated.

''Time to turn up the heat then ugly!"' Ben slammed his hand down onto the watch.

Instead of turning into a humanoid form of fire Ben found himself turned into some sort of creature made out of a green diamond like substance.

**''Well shi...''** Before he could finish his swear he was blasted by the red beam by the metallic creature sending him crashing towards several trees. ''Ben!''Gwen shouted out to him, first thought on her mind going to her fallen cousin when she was held back by Max. ''GRANDPA! WHAT ARE YOU DOING! BEN HE'LL BE...''

''GWEN! Calm down! He'll be fine! We need to worry about getting any nearby citizens out of here or they'll be caught in the fight.''

Ben stood up and shook off the attack.

**''Oh man this is awesome! !'' **He said as he held up his hand._ 'Man I hope that alien doesn't shoot projectiles!' _He thought as the machine drew closer. Moving at him with it's spider like legs. From who of the hatches Saws were produce and revved up.

The diamond creature's hand shift into spiky crystals and were fired at the machine. The crystals made scratches but the dents were hardly enough to slow down the machine as it steadily advanced.** ''Fine! Close range it is!'' **Focusing again the crystals shifted into one large blade. Ben charged forward and thrust his arm forward as the Saws connected with it. Sparks started to fly about as the saws began to ground at the tough diamond like subject until it's edges started to dent and fly apart. Picking up one of the saw blades Ben stabbed into the creature's arm. He was able to pierce the hull. He was knocked back by one of the creature's leg and landed on the ground on his side with a thud. _''Damnit! This is going to be tougher then I thought.'' _Getting up again he charged again, paying extra care to knock be caught off guard by the creature's legs. He attacked the whole again, making the piercing in the machine even larger. Taking careful aim he shot several crystals into the machine hoping to damage it's circuits. As luck would have it the foreign material in the machine caused it's systems to work triple time trying to run despite the cloggage. The machine began to overheat and exploded.

**''Well at least that takes care of...'' **He didn't even get to finish as he was blasted by a laser and driven into the dirt. He turned around and came face to face with another one of those machines.

**_''Defense Protocal DPX10! Level 1 Master Control unlocked! Use the Power of the Ten representatives well. It is up to you to master the full power of the Omnitrix.''_**

Remembering the voice from before he decided it couldn't hurt to see what else he could become. He changed this time into some sort of wraith like creature. This transformation felt different, as if more malignant or dark. Maybe it was just after effect of so many changes. Phasing into the machine he ripped it apart inside out as he phased some of it's opponents clears right out of it. The machine fell to the ground in a wreckage with ease. It was then the Omnitrix started beeping. He made a mad dash or glide to the forest so no civilian would catch sight of the detransformation. Out of the green light came an exhausted Ben who passed out shortly after.

_''Lord Vilgax after 30 minutes the Omnitrix has timed out. Both of the drones have been terminated. Should I send a collector to salvage the box so we can extract information from the combat?''_

**''Do so immediately. Whoever this being is was able to partially unlock the Omnitrix's Master Control. I want you to use that new Serum we acquired.''**

_''Lord Vilgax that serum is untested it could...''_

**''Do not question my command _drone. _It is imperative my recovery is sped up before that being learns how to harness the Omnitrix and become an actual threat.''**

The drone merely complied, not wanting to anger his master any further.

00000000

Chapter End

000

I've been wanting to do this fic for a while. It's a Ben 10 only with references and cameos of characters and species from other series as aliens only obviously. So yeah let me know what you guys think and yes this is a Bwen fic. If you're looking for a Harem version you'll have to wait for the sequel (Alien Force Arc) which will be basically a version two of a version one fic which will continue to be Bwen.

Message to reviewers.

The short reviews that you and others give like 'Good fic. Update soon' aren't good reviews. It says you like the story, and that is it. I want to know what you all like about it. Maybe I tried something new with my writing style, or something with my characters. The usual 'I like it, Update.' Is something authors like me who put time and effort don't like or enjoy as its so hollow and generic. Also don't summarize the general fic in one review for a single chapter unless it's well thought out and highlights the stuff throughout the various chapters in a well thought out and long review. I'm not saying review every chapter if there isn't much to discuss, but a little review here or there would be appreciated or else we don't know what to improve. Or what way to go old or new, because they didn't clarify what you quote from another author 'A short two-lined, emotionless review, while not as bad as a flame is just as unneeded. Don't appreciate them JUST because they sent a review. Just because they're a reviewer doesn't mean they deserve special treatment. I could send you a review, and all I lose is one minute of my life.' So yeah with all that said see you guys later.


	2. Welcome to DC

Ben 10:Heroes Chronicles

0

''Normal Speech''

_Inner Thoughts, Dialogue, or reading passages from books and scrolls_

(Quick Notes and Messages or Echoes…Songs you go to Youtube and play. )

**(Dark over lapping echoes)**

**'', Demons, Dark beings speaking, Demonic/Angry characters Speaking as well as extremely Dark spells and Magic.''**

0000000

Author's Note

000000

There won't be a lot of noticeable differences between this and the Naruto X version for the next few chapters. In other words in this version I'll keep the gems too, but that one will have the Naruto reveal and that'll change things of course like many of the transformations that will appear there won't appear here and such.

00000  
>Story Start<br>0000000

Washington D.C., capital of the United States of America. Many monuments and other things pertaining to history was situated there. The White House, the Washington Monument, and other things.

Six days had passed since the incident at camp site and Ben was trying to get used to the Omnimatrix. He was trying out each and every one of them that he could to see what he could do. For a young teenage boy the power of ten different aliens under your command was a very cool prospect. Just recently he tried to stop some Bank robbers using XLR8, but unfortunately the speeds the alien could reach were faster then most humans were capable of so he was having trouble turning and stopping. So after crashing into a dumpster or two he used the alien to just speed ahead of the fleeing car and used Diamondhead to pierce the tires of the cars causing it to crash and allowed the cops to catch them.

''XLR8? Diamondhead? What's up with these names?'' Gwen couldn't help but ask as Ben fiddled with the Omnitrix.

''I thought the nicknames would suit them. It's not like I know the name of their species.'' Ben remarked as Gwen nodded in understanding as it made sense.

''Definitely sounds like something you would come up with!''

''Something tells me that wasn't exactly a complement.'' Ben remarked dryly.

'You're right...it wasn't.'' Gwen responded with a smirk.

''I don't know about you, but I'm getting kinda hungry.'' He said as the Door of the Rustbucket open.

''Just in time...I'm planning on making Sushi tonight.''

''Eel and Octopus surprise right?'' Ben dead panned as his face went pale. What was up with his grandfather's weird taste of food. While he could eat just about anything that didn't mean some things didn't taste better then others. With that said Octopus was not on that list of things.

''I think I'd rather go with a salad tonight,'' Gwen said, not wanting to hurt Max's feelings, but not wanting to have to go to the hospital to get her stomach pumped all the same.

'Come on...just try it, it's not going to kill you to broaden your tastes.''

''Well someone of us are normal unlike the bottomless pit over here,'' Gwen said gesturing at Ben.

''Hey I took offense to that normal comment.''

In the outskirts of the city in a makeshift lab under a warehouse an open space was filled with numerous caged animals. All screeching and roaring as they fought to escape their confines. An older gentleman type with long white hair was working on a helmet. This man with lime green skin was wearing a black undershirt and pants. He had weeks ago been kicked out of his apartment because he was unable to pay his rent. Said rent he was putting into his research. He moved over to one of the cages containing a Frog. He said it on the ground and turned a dial on his helmet as a beam hit the frog. The creature started to grow several times it's size. The creature also grew extra eyes and horns.  
>''Aah yes...the Transmodulator is complete. Now to test run my DNA Rearrangerreanimator.

One of the things he had took with him from the apartment was a TV. A commercial flickered to life that drew the golden eyed man's attention.  
>'<em>'Get all of your electronic supplies, and whatever other needs, at the Mega-Mart! We have low prices on everything today!"<em>

"Well, that's convenient. Just what the doctor ordered."

The next day at the Mega-Mart there was an assortment of all sorts of things. Video Games, Electronics, Furniture, Food, and just about everything at low prices. In other words that dimension's Wal-Mart. Ben was currently examining a Single Lens Reflex camera. The camera was quite sophisticated with full manual control of exposure and focus. Not to mention it accepted interchangeable lens. '_I wonder if I should take some pictures of the Omnitrix forms and send it to the others? I'd bet they would trip off it.'_

He thought with a mischievous grin. Suddenly a large boom came from the direction of the electronics store.

From the side of the wall emerged Animo on top of his giant mutated frog. The clerk of the countering who was cowering for some strange reason asked who he was.

''I am the world famous Geneticist Dr. Animo!"' He proclaimed pompously.

''Ben wha...'' Gwen had ran up to Omnitrix bearer hearing the disturbance. ''What in the hell?'' She cried out in shock.

''No time to explain. Go get grandpa and tell him we have a situation. You two get the civilians to safety while I take care of this freak!'' Ben declared as he activated the Omnitrix and took on the form of Diamondhead.

''Just be careful okay,'' Gwen told Ben feeling unease about the situation.

''Aren't I always?'' He responded with what Gwen assumed was a smirk.

''Do you really want me to answer that?'' She dead panned as Diamond head took off. The mutated frog continued to leap around as it crushed carts and anything else in it's path. People were screaming and running in all directions and children were crying. There was a mass hysteria.

''Run!''

''Oh my god what is that thing!''

''Dude we got to put this on Youtube!'' One dumbass teen said taking out his camera phone and tried and film only for one of the mutated feet of the creature's striking him and sending him flying through a glass window. The frog left into the mall's sizable fountain to suck up some moisture much to the scowling Scientist's dismay.

''Blasted Amphibian. Maybe I should have went with a Mammal instead.''

''**Yo frog freak! We could do this the easy way or the hard way. Either way it looks like I'm having frog legs tonight.''**

''Who dares insult the...'' Animo stopped in mid rant taking in the sight of the Diamond head. ''A diamond humanoid? My word? What sort of manner of experiment could bore such a being.'''

''**One you want get to find out!" **Diamond head declared shifting one of it's arms into a crystal and firing shards. The Frog jumped out the way. It attempted to latch onto the diamond humanoid only to have it's tongue slashed by a sharpened crystal blade. While Diamondhead was dealing with the mutation Animo took the opportunity to sneak off to the Electronic section. Browsing through the devices of the selection until he came across a dial. Using tools from his belt set he added to his helmet.

''At last… with this dial I can reanimate creatures that have long sense become extinct.''

Meanwhile Ben decided to change tactics. With a switch he went from the Petrosapien to the Pyronite. Using a series of eat blasts he quickly dried up the moisture of the fountain and bombarded the mutant creature until it began to retreat.

_'There's no telling who could be harmed if I let that thing go. I have no choices!' _Tapping the Omnitrix symbol he tried to exert the need of a necessary alien to stop this creature to the Omnitirx through his will.

In a flash of green light he transformed into his darkest alien yet. A shadowy ghost like being with gray cloth like skin. Though that was only in appearance. In the middle of his face was a black iris with orange sclera. Ben felt a certain rush of coldness. A pale uneasiness. It was like there was a voice in the back of his head. It was just like before. Shaking away the thoughts he chased after the creature. Charging into it he phased right through the creature's body, shredding it's insides before phasing out and becoming tangible. The creature in mid hop had crashed to the ground as it's body immediately shut down, following by death.

''First a Diamonoid and now a Wraith? That won't stop me! Nothing will stop me!"' The Geneticist declared. ''My pets! Come to me!"' He commanded as two giant mutated snakes and parakeet appeared. ''Destroy them!'' He ordered the snakes as he made his escape with the Parakeet.

One snake was dark brown with light brown sides and dorsal blotches. It's belly was a cream color with black markings. When the Ghost alien got closer the creature coiled into a tight ball with its head and neck tucked away in the middle.

''Ben the Ball Python isn't that dangerous! Watch out for the Elapidae!'' He heard Gwen shout from behind one of the pillars.

''**Gwen!'' **The alien creature exclaimed more menacingly when he attended to. **''What are you doing!''**

''Grandpa Max is still evacuating civilians and I was making a last round. Man that knew form of yours is freaky!'' She exclaimed as the Ghost Alien dodged another strike from the other snake.

**''What were you saying before?''**

''That's an Elapidae. It's a highly venomous snake from the Tropical and Subtropical regions of the world. It has fangs that can inject venom located from the gland located towards the rear of the upper jaws.''

**''Right...I better finish this in one-shot then!'' **Shooting forward the alien attempted another strike only for him to turn tangible. '**'Shit not now!'' **He exclaimed as the creature reared it's fangs.

''Ben!''

Twisting at the last second he was able to avoid the fangs and collided with the body, falling to the ground with an audible thud. He wasn't sure if the venom of the fangs could hurt him in it's current form, but he was ready to find out. Ben hadn't spent any time training in this form because of the uneasiness it brought him. The creature used it's body to encircle the Ghost alien a sit prepared to strike. Before it could it was shot several times around it's throat area by WPD.

''Scan the perimeter for Civilians!'' One officers ordered over the bangs of the shot. An officer screamed when it was struck by the other more docile snake.

Using the distraction the ghost alien floated above the poisonous snake. Not wanting to take a chance his tangibility would wear off he transformed once more back into Diamondhead as he shifted his arm into a lance, using the force of gravity to drop down and pierced the head of the creature. Slamming down upon the head he caused an audible crack causing some of the officers to fall over.

As the other snake reared it's mouth Diamondhead took aim and fired several shards into it's throat. The creature flailed about as the sharp dimaondoid tore and sliced it's throat. It fell to the ground as it slowly bled to death.

**''Crap! Animo could have covered a lot of ground by now!''**

''Freeze!'' One of the officers exclaimed as they all pointed there guns at the Petrosapien.

''**I'm not your enemy. You're looking for a man named Animo.''**

''Don't move! I don't know what you are, but you're coming with us!''

**''Look at me! I'm made of diamonds and if you shoot me there's a good chance those bullets would bounce off and hit you right back so...'' **Diamond head started to explain while he moved.

''Don't move! This is your last warning!''

**''Wait...you don't know...'' **Ben tried to warn them but it was to no avail.

Several shots rung out and true to Ben's words the bullets bounced back and shot the officers who fired.

_'I did try and warn them!' _He thought as the Omnitrix started to beep. _'Shit! Not now! Come on Omnitrix! Don't fail me now!' _He changed once more into XLR8. _'Man I hope I don't screw up this time!' _Using the alien's speed he scooped up Gwen and shot out of there. When he arrived outside at the Rustbucket where Max was waiting it was obvious that Animo was reeking havoc by all the destruction and mayhem outside.

''A warning next time would be nice!'' Gwen said with a groan. Suddenly standing to going to over 100mph wasn't good on one's stomach.

''**Any news on...**'' A flash of green Ben appeared. ''Animo?'' Ben finished as the Omnitrix went into recharge mode. He sighed in annoyance. The time limit could be an inconvenience and it didn't allow for him to use the aliens as long as he would have liked.

''There's a number of places where he could go. There's several genetic labs stationed in D.C., not to mention there's a meeting of several scientists are coming together for the Lasker Awards.'' Gwen concluded.

''Lasker Award? How do you suppose it relates to Animo?'' Ben responded as Max began to explain.

''The Lasker Awards have been awarded annually since 1946 to living persons who have made major contributions to medical science or who have performed public service on behalf of medicine.''

''Hey Gwen could you pull up something for me on your laptop?''

Normally Gwen would be hesitant because of the numerous pranks that Ben pulled in the past such as him making her a fake face book account and such, but in this instance she assumed it was an emergency.

''Pull up the latest information you can on the Lasker Award...''

After going through several articles they found one that was promising. '_Dr. Kelly Falkow is being honored for his discovery of the Statins-Drugs with remarkable LDL-cholesterol-lowering properties that have been revolutionized the prevention and treatment of coronary heart disease.'_

''Can you pull up more on this Dr. Kelly and see if he has any connection with Animo?''

After skimming some more articles they found something promising.

_'Dr. Kelly, former partner of Dr. Animo was sadden of his long time friend and partner's arrest some odd twenty five years ago. The promising geneticist and scientist Animo was known for making several small breakthroughs in genetic and veterinarian scientist. This was cut short when an accident left the doctor with altered DNA and tinted green skin. He was arrested on the conspiracy of theft, skimming funds, illegal experimentation on animals and humans, along with other charges of attempted murder. Animo swore that he would show the world his brilliance one day by bringing back creatures of another time.''_

_''_Bringing back creatures of another time? '' Ben said out loud in confusion. Most of what he knew about science and cloning were bad horror movies and cheesy comics.

''Think about it Ben? The meeting of scientists and attacking the mall...'' Gwen started thinking about the clues.

''Which he did to get some dial.'' Ben pointing out not seeing the connection.

''Which means he's going to try and reanimate extinct creatures and there is one place perfect for that...''

''The Natural History Museum!'' Max finished Gwen's statement as realization flashed on Ben's face.

''The Omnitrix is still on recharge mode.'' The brown haired boy said wondering how he was supposed to beat Animo there.

''Hop in the rust bucket. We have to get to the Museum and stop Animo before he animates any extinct creatures and harm anyone.'' The three piled into the rustbucket as Max took the keys out of his pocket and turned it on. They took off at nearly break next speed. The streets were relatively empty with the exception of some cop cars heading in every which direction.

It didn't take long for them to reach the museum. Luckily enough the Omnitrix had recharged.''I'll become XLR8 and scanned the lower floors.''

''And Gwen and I will search for Animo on the upper floors.'' Ben nodded in response as he transformed and was gone in an instant.

Gwen and Max went up a flight of stairs.''Remember Gwen, becareful and cautious. There's no telling how many creatures Animo could have animated in the time it took us to get here.''

''I hear you Grandpa!'' She said as she scanned the room. A squawk alerting them to the presence of the Parakeet that was purchased on a chandelier. Jolting from it's perch it shot down and attempted to swoop at the two Tennysons whom rolled out of the way. Catching sight of a bo staff Gwen picked it up and skillfully twirled it around. Since age seven she partook in martial arts, with her being a recently earned black belt.

The parakeet gave another squawk as it flew around and came around for another strike. Using the staff Gwen struck several points in its body, flustering the creature and causing it to retreat.

''Good going Gwen but we still need to find Animo.''

XLR8 stopped in it's track when he spotted the green skinned scientist much to Ben's relief. He was finally starting to get a hang of these aliens. **''The game is over Animo! You might as well give up and I promise I'll go easy on you.''**

"Ah, my shape-shifting friend. How are we doing tonight?" He asked as he turned around.

**''Unless you want to experience a beating at 300mph per out I suggest you surrender.''**

"And why should I surrender? With this device I can not only change the DNA structure of animals, but it can also reanimate them!" Animo spun and turned on the ray just as XLR8 shot forward and knocked it away.

'**'Crud!'' **Looks like it was going to take some more time for Ben to get used to the aliens.

''And now I can finally reclaim my revenge!''

The animated Mammoth began rampaging. **''All the speed in the world means nothing. Looks like I have to change tactics!'' **

Elsewhere Animo had set his sights on the next creature. A Tyrannosaurus Rex.

''Aah sot he shape shifters friends have arrived. You've pest have stuck your nose where it doesn't belong!''

He declared animating the beast. Before it could attack the Mammoth burst through the wall and collided with the beast.

The Tetramand readied his four arms. **''I'll handle the two beasts.''**

''You seem cocky shape-shifter. Let's see how cocky you are when I animate for beasts under my command!''

Twirling the staff some more and picking up Momentum Gwen sent the stick flying, causing it to smash against the Transmodulator.

''Blasted girl!'' He cried out picking up the device. ''T-Rex! Knock down that wall!'' He ordered as the creature in mid rush changed his direction and knocked down a wall. The mammoth meanwhile continued his path only to be halted by Four-arms. The continued tried to crush the Tetramand who used his strength to halt the creature. Tightening up his muscles and arching his back he hoisted the creature and slammed it down on the floor. He repeated the action a few more times until he sure the beast wouldn't recover from his injuries.

''Ben! Animo is getting away!''

**''Trust me Grandpa! He won't this time!"' **The tetramand stated as he followed through the whole the T-rex made. Building up a running start he leaped and cleared a decent amount of feet causing a small five feet wide and few inches deep crater. He continued, building up more speed each time as he followed the wave of destruction. When the Tetramand had caught up people were screaming and fleeing from some building. Exiting a giant T-rex shaped hole he spotted Animo and the T-Rex as they had a group of scientists and other people cornered.

''Kelly! You traitorous bastard! You framed me! You all threw me to the wolves!'' He ranted.

''Animo for god's sake you were experimenting on Fetuses! You threw yourself to the wolves!''

''Don't act innocent! You were the one who planted all that _evidence _on me. You all took everything away from me. My money, my achievements, my life; everything from me. And now I'll take your lives!'' The T-Rex gave a roared as it reared his teeth. The tetramand dove forward and yanked it's tail. The creature let out a roar of pain as Animo toppled over and fell to the ground with a sickening thug. Tightening his grip he spun around several times as he launched a creature through one of the large glass windows. The creature landed into one of the large artificially created body of waters.

The Tetramand dove after the creature and swam over its emerging head. Using his lower left arm he punched the creature in it's left eye as he used the rest to dip into the creature's tough skin. Trying to shake him off and catch him in its teeth the creature flailed about and slipped causing it to submerge once again.

'_I thought Zombies hated water.'_ Ben thought in annoyance as the clearly zombified creature with parts of it's body exposed. _''Oh man! I don't think that phasing trick with the Ghost is going to work. How the am I going to stop this creature?' _The Tetramand was flung off as the creature prepared to strike. Ben started fiddling with his watch.

_**'Danger levels rising...situation level Moderate. Proper choice of action will be presented.'**_

A silhouette of an alien Ben never seen before appeared. It was a cross between a fish and iguana. Deciding that the situation couldn't get any worse he transformed. The blue skinned hybrid, like all his forms was wearing his clothes tailored to fit his form. The blue skin hybrid was also fitted with three dorsal fins reaching down his back, and gills on the sides of his head. He also has small spikes around his face.

Launching out of the water with the T-Rex right behind him the new alien froze the body of water instantly. Just in time as that familiar beeping sound was occurring. Hurrying back to where the Animo was the new alien launched an icy blast from his mouth destroying the Modulator. And of course the authorities showed up late when the situation was dealt with. Thankfully enough the scientists and such took off leaving no one to witness the detransformation.

The Rust bucket pulled in as well, but from the opposite side.

''Get in!'' Gwen exclaimed as Ben jumped through the open door. With that they began driving off before they could be stopped by the authorities.

''The Boys in DC are going to have their hands full trying to explain all this.''

Elsewhere in a building not too far from there another development was occurring. Two men in black suits walked into a room carrying folders. Behind the desk was a man in their sixties wearing a crisp dark blue suit. The folder was placed on its desk with pictures of the battle at the mall and museum.

''Sir?'' One of the two men asked as the man behind the desk focused on the pictures.

''Contact Magister Xina and tell her we have a problem!'' The man said as he dismissed the two suits.


	3. The Kraken Problem!

Ben 10:Heroes Chronicles

0

''Normal Speech''

_Inner Thoughts, Dialogue, or reading passages from books and scrolls_

(Quick Notes and Messages or Echoes…Songs you go to Youtube and play. )

**(Dark over lapping echoes)**

**'' Demons, Dark beings speaking, Demonic/Angry characters Speaking as well as extremely Dark spells and Magic.''**

0000000

Author's Note

0000

Yes the Clancy and Small Problem episodes skipped over in Naruto X will be featured here among things to differentiate the fic.

0000  
>Story Start<br>000

The next day of the vacation had led the group to a fishing pier. Out by the lake Ben swam in the water under the Moon's dark glow. Gwen walked out to the edge and called out to him.

''It's kind of late! You keep out here and you might catch a cold.'' Gwen said in a huff at her cousin's rather careless attitude about things like this.

''It feels relatively nice though. You should join me.''

''No thanks! I rather not be stuck all week with the flu!'' The redhead said as she turned and walked towards the Rusketbucket.

''Suit yourself!'' Ben said as he began to back stroke. Some more time had passed and Ben started to grow water suddenly began to suddenly sway. A large tentacle sprouted up from the water and slammed down on him. Flipping right up after the force of the blow Ben immediately began blowing air out of his nose as his eyes tried to adjust to the water.

Suddenly a tentacle wrapped around him and dragged him further down until he was met face to face with a massive beasts with dark blue eyes large jaws. Opening his mouth Ben sunk his teeth into the creature's limb causing it to let go.

Leaping out of the water a heaving Ben stumbled into the Rustbucket where a sleeping Max and Gwen was. For some strange reason Ben's claims of being attacked by a sea monster were refuted. That annoyed him considering that was it all that unbelievable? Considering he had a watch that transformed him into different forms and they were attacked by giant killer robots was it that big of a stretch? So he decided to just say screw it and turned in. No point in trying to convince the sleepy and skeptical pair. As of the following day the trio were on a fishing vessel of some kind.

Ben licked his teeth to collect the grime and was about to spit it out when a sneeze came upon him. On instinct he tried to cover with his arm as some of the skin flakes went flying from his mouth onto the edge of the Omnitrix.

The Omnitrix began to glow as the Artificial Intelligence spoke. _  
><em>

_'Two new DNA samples acquired. DNA count as rose to 1,000,902.'_

Ben's jaw dropped. '_Over a Million? No way! Is that how many different alien hero forms I can turn into? That kicks so much ass! Man I can't way to see what I'll be able to turn into next.''_

The next day the trio headed to the pier, because Max chartered a boat from a guy called 'Shaw.'

''You coming with Gwen?'' Ben asked as Gwen shook her head.

''I'm fine on the land. I'm just going to observe the wild life on land or something.'' She said, making it evident that she was not a person with sea legs as it was called.

''Suit yourself,'' Ben said as he and Max got on the boat.

The man running the boat was an older man, but comparably younger then max with side burns and a red cap.

"Are you Captain Shaw?"

"Yes I am, sir." He responded in a gruff, heavily bored tone.

"We're the Tennysons, and we chartered your boat for some fishing today." Max said showing the copy of the certificate that he purchased.

"Very well. Let's go."

The drive out on the lake was relatively quiet. Ben studied the surface looking for bubbles or any side of disturbance that would signify the creature was active. Meanwhile Max was fishing.

"You okay, boy?"

''Just keeping an eye out for the monster of the lake,'' Ben commented as Max sighed.

"You met the Krakken and lived?" Shaw voiced his interest.

"The Krakken?" Bex parroted in confusion.

"I commend your bravery, boy. I'm proud to have you aboard my ship."

"Thanks. You've met it and lived, too?" Now this sounded like a good excuse to go Alien hero and kick some butt.

"Aye. I can take you to where I met her."

"Female huh?'' _What are the odds that it's laid eggs and someone attacked it/them?_

"I got a bite!" Max suddenly exclaimed as he began reeling it in, catching a pretty decent sized fish, dropping it into the bucket.

"Max. You want to go out further?"

"Okay. No problem.'' He pulled the lure out, and laid back on one of the chairs.

"Be wise, lad. We could run into it at any given time."

"I know. But I'm ready for her this time." Ben said as he turned the dial and looked at each silhouette until he came across the desired one.

"So am I." Shaw said pulling out a harpoon gun. "So am I, boy."

More time had passed and the creature still hadn't shown up. Eventually the quiet was interrupted by a voice blaring ove the Megaphone.

"Leave this lake now! It is under the protection of the government for underwater studies!"

"What gives?" Captain Shaw asked in disdain.

"I am Jonah Melville! Founder of Friends of Fish! This section of the lake is closed for environmental studies. You'll have to turn your boat around.''

''Suppose you make me fish-hugger,'' The Captain grouched out.

Ben went to the side, ignoring the rest of the dispute. It was things like this that was without a doubt odd. Like all these creatures being able to conveniently go undetected by the human populous for years.

Not too long later the boat went on its way as Ben meditated. He looked over to Max who had several buckets worth of his. He noted off at least 22 as an after thought and then decided he could probably smell out the creature with the alien he dubbed Wildmutt. Suddenly a shadow appeared under the vessel as it began to shake.

''We found something!'' Shaw exclaimed as a large blip flared to life on his radar.

''Gotta go...'' He said hanging up the phone. He jumped over and transformed and too his surprise didn't transform into the blue speedster alien. Instead of using it's speed to travel over the water he transformed into some aquatic hybrid alien.

Part angler fish, part eel, part leech, part alligator, and part shark. It's teeth were sharp, shark-like and it had a mermaid like-tail with a Phosphorescent light on it's head. As the creature attacked, knocking people off nearby boats Ben swam through the water as he grabbed two people by the time and swam them to the surface. Thankfully enough it's senses were vulpine/canine sensitivity as people were screaming bloody murder upon seeing him.

Once the waters were clear his attention to the creature that was attacking Jonah's boat. Shooting forward with grand speed he launched himself out of water. Tapping the Omnitrix symbol he transformed into XLR8.

'Shooting across the boat he used his claws and clawed the creature's nose. Using his speed he evaded the creature's tentacles as it seemed adamant on going for one of the crates. Changing once more Ben took the shape of Diamond head and began firing crystals at the creature. Eventually the creature stop it's attempt to get at the crate and retreated back into the water. The boat, albeit damaged stayed a float.

"Whoo. That was a close one. You were right about the Krakken."

**"What was about your supply that caused the creature to attack you so adamantly.''**

"Our lunch." A crew mate answered.

''**You guys risked your lives for lunch? You must be joking.'' **Though there wasn't much Ben could do or find out as the familiar sound of the Omnitrix beeping garnered his attention.

Diamond Head dove into a water as a green flash echoed. Ben was thankful he was a decent swimmer as he swam back to Shaw's boat and snuck back on. Hoping that he wouldn't end up catching a cold as a result.

That night the trio were discussing what happened.

''Oh come on...we're not going to do anything?'' Ben asked in dismay as he tightened the blanket around him.

''There's not much we can do Ben. The government is investigating the attacks and the area has been sanctioned. Without government clearance we can't get involved.'' Max informed him to the brown haired boys annoyance.

'_And I'm retired as well. Even if I could call in some old contacts the plumber sonly handle other wordly affairs and as far as I know the creature is local. I just hope that the camp incident was taken care of and we don't run into any more problems._

''Anyway we leave for Day break tomorrow. I think the fish is about ready,'' Max stated as Gwen entered the rust bucket!

''Fish huh? That's relatively normal,'' The red-head commented but her relief wouldn't last for long.

''And it'll go great with beetles and lamb intestines.''

''Uugh!'' Gwen started to turn a bit green.

Ben smirked, ''You should have known it was coming.'' _Maybe I can get a peek at the Kraken tonight! If Shaw's words earlier were any indication maybe he won't mind a second hand. _

The moon hung high in the sky as it's glow cast upon the forest/lake.

''Are you sure you can handle it boy?'' Shaw asked as Ben nodded. ''I mean will that fish form of yours hold up?'' Ben knew it was a big risk letting Shaw know about the Omnitrix but it was the only way to keep the man from turning the vessel around and dropping him off. That and for some reason he felt there was something more to the situation.

''If I minimize the times I change I should be fine. As long as the Omnitrix doesn't decide to be and ass and transform me into the Pyronite before I hit the water.''

Ben waited as Shaw continue to drive the boat. They stopped in the general area where Jonah was exploring earlier.

Shaw suited up in his scuba gear on, and his harpoon gun.

''You ready old man?''

''I've been ready for years kid!''

They both dove into the water. Bringing up the Omnitrix Ben turned the dial until the silhouette of the aquatic alien appeared. He really should come up with a name for it. Slamming the dial he transformed into the aquatic alien. Swimming down the two came across the wreckage of several destroyed vessels. They came across some orange sphere which Shaw pointed out.

The Aquatic alien swam up to them and brushed up against them. _'Eggs? The Government sanctioning the area? A creature attacking a vessel? Oh man this is so the plot line of so many creature from the lake movies how could I have not see it?'_

Shaw poked Ben and motioned at a boat heading towards what looked like a stealth vessel. The two swam up to the surface. Six men boarded the vessel wearing silver colored suits and night visions goggles, a sharp contrast of Shaw's seaweed green suit. The five crew mates trained there pistols on the man. Ben watched as Shaw tried to confront the men only for there leader to slug him in the stomach. The man removed his mask to reveal himself as Jonah.

When Shaw played dumb about what he saw he ordered his men to take the man so they could interrogate them. As for the eggs they would come back for them later.

Before they could make off with Shaw, Ben leapt unto the boat. Landing on the deck his tail split and formed legs.

''What is that thing!''

''It's a monster!''

''What are you fools waiting for! Shoot it!'' Jonah ordered as Ben scooped up Shaw and went over board. He roared as one of the bullets shot him into the arm. To his surprise he was bleeding blue blood.

**''You okay old man?'' **Ben asked as Shaw came too.

''What happened?''

''**They planned on kidnapping you. Our apparent friends with fish is a poac...'' **Shaw's ship blew up as Jonah and his cronies drove away. **''Those Bastards! But now I know why the Kraken was so angry! They have her eggs.''**

Upon reaching the surface Gwen and Max were woken up and explained the situation. Like before some research was done on Gwen's Lap tops.

_'Jonah Melville, age 28, has been charged of twelve counts of poaching and auctioning of endangered species. He was acquitting of all charges due to a lack of evidence.'_

''Anything else is just a bunch of regurgitated facts!'' Gwen stated.

''Then it looks like it's time to do some hunting of our own.''

"We'll use my rowboat!" Shaw volunteered.

Arriving on the wharf the group piled into the wharf. Soon enough they arrived to a cannery.

''You keep them busy while we'll find the eg...'' Before Max could finish a roar echoed throughout the area as a slight tremor shook the cannery.

''Crap! Looks like the Kraken is going to beat us to the punch!''

Skimming up the ladder the group of four were privy of the Kraken attacking the poachers. The Kraken shot forward and snatched up one of the firing poachers in it's jaws. Some of them tripped over trying to run away, firing at the angry creatures with their laser weapons.

Jonah, in a mini-sub with arms loaded up the eggs onto a boat. When the Krakken turned it's attention to the poacher he fired missiles at the creature that only seemed to enrage it further.

Transforming into Ripjaws Ben tackled the mini sub, sending him into the water.

''You fish freak bastard!''

''**I could say the same!**'' _'Let's see what these jaws of mine can do. Jaws...Ripjaws! Meh I could do worse.' _Dodging the strikes from the mini-sub. Using his powerful Jaws, Ripjaws tore off one of the arms, only to receive an electric shock from the mini-sub. From the scuffle above some of the Krakken eggs fell into the water.

Jonah, thinking with his breed instead of intelligence as he went for them. Before he could reach the eggs one of the Krakken's tentacles whip down and sent him crashing down. The sub was cracked and Jonah bailed. Swimming out, he takes out the knife to stab the Krakken but Ripjaws tackled him, causing him to drop his knife.

Swimming up to the surface Ripjaws unceremoniously tossed him above the deck. He was able to watch as Gwen and Max push the last of the eggs into the water. The Krakken used claimed every one of it's eggs and dove back under just as the Police came. Just in time as the Omnitrix timed out and he changed back to 'normal.'

"The Krakken shouldn't be bothering people anymore." Ben stated as the Police boarded the cannery. The poachers that survived the attack were being arrested. They may not be charged with poaching charges, but kidnapping and attempted murder would do just nicely.

"You got that right, lad."

As Jonah was taken away he declared,"I will have my revenge, kid! Count on it!"

Ben rolled his eyes, as if he didn't hear that cliche before all the time on TV. The prospect of being able to assimilate any DNA nearly made the teen giddy as he wondered if he might run into other cool creatures or alien monsters. Unknown to him there were other forces that knew of the device and they would soon be coming to claim it.


	4. Visiting Vera!

Ben 10:Heroes Chronicles

0

''Normal Speech''

_Inner Thoughts, Dialogue, or reading passages from books and scrolls_

(Quick Notes and Messages or Echoes…Songs you go to Youtube and play. )

**(Dark over lapping echoes)**

**'' Dark beings speaking, Demonic/Angry characters Speaking as well as extremely Dark spells and Magic.''**

0000000

Author's Note

000000

There won't be a lot of noticeable differences between this and the Naruto X version for the next few chapters. In other words in this version I'll keep the gems too, but that one will have the Naruto reveal and that'll change things of course like many of the transformations that will appear there won't appear here and such.

00000  
>Story Start<br>0000000

The two cousins waited patiently inside the ice cream shop, trying to see what flavor they wanted as Max was outside accessing the ATM Outside. Not too far away an old red, rusty looking pickup truck pulled into a parking lot. A heavy set man with a white tea hanging off his stomach with a stain and large red cap while a lanky looking man with a green cap stayed inside.

"Do you have anything with no fat in it?" Gwen asked the board worker behind the counter.

Ben shook his head,_ 'Why do girls always worry about going on low-fat diets and stuff? Don't they know those really skinny girls are nasty looking? Kind of like those girls who go crazy over pretty boys; its so annoying.''_

"Napkins.'' The bored worker replied as he looked to Ben. ''How 'bout you?" He was looking at Ben.

"I'll go with Vanilla, please."

"Alrighty then.''

The loud sound of a truck starting up alerted Ben to something going on. '_Finally...something interesting.' _ The brunette thought with a mischievous smile. Slipping outside and out of sight Ben activated his Omnitrix. Over the past few days Ben had been toying around with his aliens and seeing what cool abilities they could do so he gained an understanding of what the aliens could do. He didn't know what species the aliens were so he gave them nicknames based off their abilities.

Upgrade was his go to aliens for anything electronic or vehicular. In a flash of green light he became the Galvanic Mechamorph. A living being composed of self-replicating nanotechnology the biggest levitation was that this alien couldn't merge with biological entities. It was a conundrum in itself that Ben coulld transform into this creature, but seeing as he kept his voice and the mental feedback was virtually nonexistent like the other aliens he came to the conclusion that this Alien was _'incomplete' _in the sense of his situation.

Merging with the truck Upgrade began messing with the would be car thieves.

"What gives Bob? The engine won't start!" The lacky guy exclaimed as he continued his attempt to hot fire it..

"What the hell? Start you stupid truck!'' The fat thief exclaimed as he slammed his foot in the petal and kept on turning the key.

"**I'm afraid I can't do that Bob!'' **Upgrade spoke in a lifeless tone as his formed on the dash board. His single circular green eye then honed on them menacingly as the doors flung opened and the two thieves were hoisted outside, colliding with the ground and letting out a groan as they slipped into unconsciousness.

After Max called the police the trio were back on the road again. "So, where do we go from here?" Gwen asked Max as she realized he hadn't told them where they were going next.

"Aunt Vera's house."

Ben immediately stopped eating his ice cream. Then out of nowhere he cried out the big no. "NOOOOOOOO!" He took off, every once in a while taking a lick from his already melting ice cream cone.

Gwen sighed, ''I'll go get him.''

Some time later the Rust Bucket was on it's way to Vera's house with Ben tied up in a straight jacket. ''Oh for heaven's sake my reaction wasn't that bad? You guys can let me go.''

" Ben will you chill. You're acting like your ten.''Gwen remarked as Ben pouted.

''I feel ten. I'm being cruel and unusually unpunished.''

''You're such a goof.''

''Yeah well...you're skinny! Not the good kind, the kind they make fun of in Youtube videos!'' Ben said with a satisfied smile.

"Hey!"Gwen snapped, closing her book. ''You take that back Ben! All because I'm actually concern about what I eat instead of just stuffing food down my throat...''

Ben interrupted her. ''Okay seriously enough of the lectures. I wonder if you'll fall over if I blow at you. Maybe you'll take to the sky, skinny old girl.''

Gwen was about to retort then stopped as a coy smile formed on her face.

_'Uh-Oh! This can't be good!"_

_''_In case you've forgotten you're the one in a straight jacket!" Ben starting shuffling, trying to activate the Omnitrix. ''Let's see what this 'skinny old girl' can do.'

''Noooooo!''

''Were here!"' Max declared after four hours of driving down the desert robe arriving at a small town.

''Hooray! Now can someone get me out of this jacket?'' Ben whined as he hopped to his feet. They exited the vehicle to be greeted by Aunt Vera. For all intent in purposes, an by extremely creepy comparison, she was a female version of Max. Large build, same hair, but in a purple dress and a pearl necklace.

"Oh! There's Ben! Hi!" She got to pinching his cheeks.

"Ow!" _How come she never greets Gwen like that? Now I'll have no feeling in my cheeks for the rest of the day. _The Tennysons soon entered the house.

"What have you all been doing this summer?"

Max, Gwen, and Ben respectively answered.

"Driving."

"Research...'' She was referring to looking up colleges, her future career, and stuff like that.

''Suffering cruel and unusual punishments. So is anyone going to take off this jacket or what?'

"What's cookin' tonight, huh, Vera?"

"You'll see when it's done." Gwen walked over to a statue of a red-colored bird.

"Is this a red-tailed swallow?"

"Yes. And-"

"They have the highest pitched mating call of all birds. Both Gwen and Vera do a bird screech.

"Ugh…" _Of all the families I could have picked.  
><em>  
>Dinner turned out to be gelatin with pork chop bits and cauliflower. Ben immediately went about eating everything but the cauliflower, considering Ben had no idea what the hell it was. He knew what it was, but he didn't know 'what' it was.<p>

"Do you want candy, Ben?" Vera spoke up, going through a candy jar.

''Oh yes please,'' Taking the piece of Tootsie roll looking candy, his eye twitched. ''Coffee-flavor? Odd, yet not completely unbelievable. I'll be, uh, out to stretch my legs.

"Okay. Be back soon." She said as Ben left.

Nothing uneventful seemed to happen. Not counting the old woman swatting a fly with proficiency and speed a woman her age shouldn't possess. He then stopped in front of a self-driving gold cart route and began looking around until he spot a golf cart. _'Hhm...for some reason I feel like doing something stupid. Why not?' _After running over two squirrels and a cat Ben decided maybe it was a good idea to return home.

Assuming the form of the Ghost alien he flew back towards the house and popped back in as Gwen was examining a sea shell. ''**What's up!''**

Gwen cried out rather audibly as Max ran into the room.

''What's wrong?''

''Ben's being an As...himself,'' Gwen snapped, her face slightly red. She wasn't still quite used to her cousin being alien to transform into alien creatures. This sort of thing was supposed to only happen in sci-fi movies and such. No more then a week ago she would have dismissed anybody who told her such things were possible but now...

In a flash Ghost Freak reverted back to Ben. ''I didn't meant to scare ya' Gwen...'' Though the red-head was still fuming.

''Well can you two keep it quiet. Vera is trying to sleep.'' Max informed them as Ben scratched the back of his head.

''She's going to sleep already?'' Ben shook his head. ''I'll just head back outside.''

"Be back before it gets too dark out, alright?"

''Right...'' Ben walked out into the house and began looking around once more. He didn't know what it was but he smelled something odd in the air so he followed the scent. The entire area was filled with the same scent. It led him to a guy near a dumpster, one of the elderly populous wearing dirty and tattered clothing.

''Yo' Old gu...'' The old man pushed the dumpster at Ben who was just able to dive out of the way. '' Okay...maybe not an old man.'' Ben declared as he picked up a rock and threw it at the old man who moved in an inhuman twist to avoid it and the person transformed into a different shape.

It formed into a brown/green semi-humanoid blob. It then threw a punch at Ben only for him to duck under it.

''Time to go Hero!'' Ben declared as he activated the Omnitrix only to transform into Upgrade. **''Upgrade? Crap!" **Ever since Ben stumbled onto the fact that he could add DNA samples his transformations had become slightly random at times.

Since Upgrade wasn't a combat type alien like the others he had no choice, but to retreat. So merging with a nearby Golf Cart, which the community seemed to have a lot of he took off.

Going at speeds exceeding twice that of the average Golf Cart the alien seemed to be able to keep up. Eventually he decided to cut through one of the lawns where at that moment the Sprinkler system came on. At that moment the alien pursuer freaked and retreated. Shifting back into Ben he burst into Vera's home.

"There you are, where have you been?" Gwen asked as she exited the kitchen.

''Old guy...dumpster...super strength...sprinkler system sent him running.'' Ben panted out as he wiped his brow. Using new forms he wasn't too costumed too seemed to burn out his energy. This tech definitely didn't belong in the hands of just anybody.

''Hey Grandpa I think Ben's suffering from a heat stroke.''

''I'm telling you..then he shifted into some brown ooze creature.''

Something flashed over Max's face briefly before he spoke up. ''Are you sure Ben?Maybe you were in the sun too long?''

''Grandpa I saw a 80+ woman swat a fly without having to look at it. I'm pretty sure something odd is going on.''

''It must be some kind of alien creature that thrives on heat; just keep an eye out for anything else weird. '' For what ever reason Max was acting oddly. ''I think we should go take a look around the area just to be sure.'' Max suggested as Ben nodded.

The search proved to be fruitless. Nothing was found and night fall soon came so the trio returned home. Morning came and the two teens were in the kitchen.

''I don't like this at all. Not a trace of anything. I know this is a small community, but people don't just up and vanish.''

''You want to make another round?'' Gwen asked as Ben stopped to think about it.

''Well probably won't find anything.'' _That odd gooey smell is everywhere. _

Aunt Vera entered the kitchen. ''Morning, Kids. How are you today?"

''Fine...where's the old man?'' Grandpa _Max is usually up a this time._

"He's out on a walk." Vera simply explained.

"I found some coffee for you…" Gwen started only to drop it and as a result Vera did the full splits right over it.

"CLEAN THIS UP! Now!" Vera barked out causing Gwen to recoil.

"Okay, Aunt Vera. Sorry…" Gwen apologized as Vera hastily exited.

''That definitely wasn't Aunt Vera.'' Ben immediately concluded as the real Vera was a kind woman and wouldn't have lashed out like that.

''Do you think they might have gotten Grandpa Max as well?''

''Only one way to find out.''

Ben, transformed into Insectoid, the formally named Stinkfly as he went on Google translate to look the nickname in another language just so it'll come out as something cooler and Gwen landed where Ben encountered the Limax. The same one from yesterday was there and seemed to be on guard. Spiting out some the mucus the Limax's legs were liquefied. Dropping down to the ground Insectoid began integrating the alien.

''**You have thirty seconds to reveal where the humans are or your head is next.''**

**"They're under the dumpster… It's a secret passageway…"** The limax cried out.

''Wow that was...easier then I think it would be.''

**''Kuh! Most often become cowards at the thought of embracing death.''** Insectoid used one of it's claw like fingers to slash the creature then dab the ooze unto the Omnitrix.

''What are you doing Ben? We don't have time...''

**''Patience Gwen...I'm collecting a DNA sample.''**

''Sample?''

**''I can add samples and acquire new forms. Now let's head out.'' **Gwen and Insectoid pushed up against the dumpster slowly moving it out of the way to reveal a passage. They traveled down below through a cavern that twisted and turned in a series of paths. After a few minutes of travel they came across an army sized gathering of disguised Limax.

"There's the kids! After them!'' The Max Limax declared.

Insectoid let loose several spurts of mucus causing the initial assault to be liquefied. Taking up to the sky Insectoid kept on firing at the Limax who were taking cover behind some rock formations.

''Ben! We have to find the adults!'' Gwen declared, one arm hanging onto the alien and the other pinching her noise so she would vomit from the alien's smell.

**''Right...hang on.'' **The flapping wings began to beat even faster as Insectoid soar down to the ground and barreled through the ooze like aliens. They went deeper into the caverns until they came across a ship.

Conveniently enough the hatch was open so they were able to get inside. **''Free the adults! I'll keep our friends busy!'' **Insectoid stated as Gwen nodded into went deeper into the ship. Dozens of the Lymaxs now armed trained their weapons on insectoid. '

**"No! They found our ship!"**

**"What do we do?"**

**"They have been marinating in those pods for long enough! We can leave! Now burn that bug before he pulls off anymore tricks!''**

Insectoid took to the sky as bursts of flames radiated from the Limax's weapon. Two Limax's appeared from the back armed with tech that looked like the equivalent to a grenade launcher and fired. One of the explosive's rounds enveloped and burned off half of Insectoid's wing causing him to hiss in pain and fall towards the ground. _'Oh man Omintrix if you can here me I could really use some help here.''_

_**'Defense protocol X7 activated. Temporary activation of the Necrofriggian sample engaged.' **_Insectoid was engulfed in a bright blue light as the Limax's once more fired their weapons at the falling insect.

**''That takes care of that human. Terminate the girl!'' **The former Vera impersonating Limax ordered as the fallen figure began to stand.

The creature was moth like with a black body with ice blue and white spots on his legs and arms resembling ice chunks and a light blue torso with green eyes. Enshrouding his body was a cloak of some sorts giving him the appearance of a phantom. The mystery alien held up his hands, eight digits for each and four for his toes, or six if the back ones were counted.

**''A Necrofrigian!'' **One of the Limax's cried out in fright.

With a wave of his hand the Necrofrigian released a burst of ice freezing one of the Limaxses. _'Unexpected but not unwanted.' _He then took to the sky as he sprouted wings. The Limaxes began to retreat only for the Necrofrigian to release bursts of ice, one after the other freezing them by the hand full until they were all ooze sickles. The Necrofrigian looked for around for something he could use and spotted a water pipe.

Punching the pipe and ripping at his hand water was released as it began to fill the cave floor. Landing on the rock the rocka burst of green light filled the cavern as Ben stood there once more.

**_'Defense Protocol measures completed. Sample Necrofriggian has once more been locked up.'' _**

_'Man that was really cool! I have to learn how to unlock that Ice alien later.'_ Ben thought as he went to work on getting his way out of there.

All the citizens of the little town assumed what they experience was some sort of mass group nightmare or something or another. It was very conveineant, but not unwanted. So after a days of rest the trio of traveling Tennysons were being seen off by Vera.

"I'm sorry you have to leave so soon, and Ben, I'm sorry if I bored you too much."

"It wasn't all bad. I got out and learned some things.''

"See you another time, Vera." Max said as he hugged his sister goodbye.

''So Mr. Hero...'' Gwen started. ''What's next on the list? Slay a vampire? Capture big foot?'' Despite the tone the smile on Gwen's face showed she was just teasing.

''I'm thinking more along the lines of seducing a wood nymph.'' Ben replied with a smirk.

''Uugh,'' Gwen rolled her eyes. ''You're such a perv I swear.'' The red head murmured as she entered the Rust Bucket.

''You can't honestly say you're that surprised,'' Ben called after her as he followed suit. Hopefully maybe tomorrow they might be able to relax for a change.

00

Chapter End

00

I decided to keep Ben's fascination with Wood Elfs/Nymphs from Naruto X as some of you noticed, mainly for the humor value.


	5. The Hunters

Ben 10:Heroes Chronicles

0

''Normal Speech''

_Inner Thoughts, Dialogue, or reading passages from books and scrolls_

(Quick Notes and Messages or Echoes…Songs you go to Youtube and play. )

**(Dark over lapping echoes)**

**'' Dark beings speaking, Demonic/Angry characters Speaking as well as extremely Dark spells and Magic.''**

0000000

Author's Note

000000

There won't be a lot of noticeable differences between this and the Naruto X version for the next few chapters. In other words in this version I'll keep the gems too, but that one will have the Naruto reveal and that'll change things of course like many of the transformations that will appear there won't appear here and such.

00000  
>Story Start<br>0000000

In a region of space a large battleship traveled through the empty expanse filled with stars, planets, and the other objects that filled the void in space. On the ship three figures had gathered in a room, waiting for something.

** "Begin the test!" **A voice ordered over the megaphone as several red drones were released from the hatches. The first of the three armor figures to move was the one in violet. He activated his rocket pack and took to the air. Using his targeting system he locked unto several of the drones and fired missiles that on contact obliterating the machines.

The next of the figures wasn't humanoid like the other two, in yellow armor, and whose body shape was more like a crap. He jumped down from he platform and fire shots from his pincher shape arm nailing accurate shots in the drone brains causing them to collapse and short circuit following with exploding.

The last of the drones walked over the burnt and smoking pile of its predecessors. Several times larger then the other crabs this beast was ready to terminate anything in sight. Though it was unprepared for the last of the figures, this one in black armor whose transportation was a overboard to soar forward and ends it's sort life with a single punched that shredded its central processing unit.

The face of their would be employer appeared on the screen.

** "Excellent. It appears the reputation for you three hunters proceed you. I have a special task in mind for the three of you. This is your target.''** The face of the employer was replaced by a picture of the Omnitrix. **"Whoever brings it back will receive my reward."**

**"And the reward will be mine." **Spoke the crab hunter.

** "ROTAEBFRA!"** The violet one retorted, while the last of them remained silent.

On Earth with the omnitrix. Ben and Gwen once more found themselves having to deal with their grandfather's weird culinary tastes. '"What is this?" Gwen asked upon seeing the green slug as she couldn't help but ask, her mind not wanting to comprehend yet another of her grand father's strange recipes.

"Spulg au Gratin.'' Max proudly stated.

Gwen gently poke her slug which let out a loud scream, causing the red head to jump and hit the table.

''Is this thing alive?'' Gwen couldn't help but cry out. She wasn't squeamish per say, but if there ever was a limit to eating anything Max made then alive was definitely.

''Define...alive?'' Ben asked, snickering at the situation before him.

''That's uum...just the air escaping,'' Max said as Ben's snickering evolved into laughter. The red head frowned in annoyance and pushed her plate to Ben.

''I'm not really all that hungry.'' Gwen remarked, holding her stomach excused her self and stumbled outside for some fresh air.

''I think I'm going to walk for a walk.'' Ben informed Max who nodded. He was probably just going to fix a sandwhich or something later. It seemed the evening of the area would soon be turning into night fall. _ 'I wonder where Gwen is?'_Though Ben's thoughts were interrupted when he caught the sound of something unusual. Whatever it was it was coming closer. He followed the origin of the noise until he came across the four legged figure.

**"Who's there?"**

Ben went to take a closer look. ''**''Either you can come out or I'll flush you out. My sensors can pick up your heart beat.''**

_'Heartbeat huh? That could be problematic. I'll have to go with something without a heart beat.'' _Ben turned the dial to Specter (Ghostfreak) and transformed.

**''So what are you supposed to be? A science fair project gone wrong?'' **Specter asked as he rose from the ground. The machine turned to face the voice but Specter went intangible and moved to the other side of him, avoiding laser fire.

**''Aah it seems I found you! Omnitrix wielder!"'**

**''Wha...'' ** Specter was blasted by some sort of solution forcing him to become solid and visible. ''**What? I'm not intangible anymore? What gives?''  
><strong>

**''Your protoplasmic form won't help you here.''**

**''Still won't stop me from kicking your butt.'' **Ben said as he switched to Diamondhead. Forming two sharp blades. Diamond charged the hunter whom used his legs to jump out of the way and returned fire. Diamondhead took the blast head on and was unfazed. **''What's wrong...your toys not working this time around.''**

**''Petrosapiens have always proved an annoying enemy to face on the battle field. But I simply just have to wait for the Omnitrix to time out. ''**

**'_Uh-oh he's right. I have to take him out before the Omnitrix times out...'' _**Ben's thoughts were interrupted when the Rusbucket came out of nowhere and barreled over the machine.

**''Grandpa max?''  
><strong>

''Trouble...your friend there isn't the only one to have shown up. We should leave for now and regroup.''

Diamond head reluctantly nodded as he entered the RV. Just as they were picking up speed laser fire rained down upon them.

''Great...fly boy is back,'' Gwen stated as she looked out the window, catching sight of the purple armored flyer.

**_''And were not that far from the exit of the woods_.'' **Diamond head went to the window and took aim. He fired several shards at their pursuer who returned fire of his own, only for one of the shards to nail his jet pack, causing him to crash to the ground. **''That should take care of...'' **A few yards ahead the first hunter sprouted from the ground and used his laser to hit one of the RV's wheel. It spun out of control and crashed against a wall causing everyone to loose their balance and fall to the floor along with the various other foods and items from the cupboards and drawers of the RV.

''Everyone okay?'' Gwen asked with a groan as she massaged her elbow.

''I'm okay...''

''**Oh I'll be good. As soon as I put those jerks down.'' **Diamond head stated as he slammed open the door.

** "I see we've got your attention."** The alien hunter from before remarked.

The purple guy landed right next to him."**TREVHIHGFOOHBOKAHH!"**

**''You guys wanted my attention? NOW YOU GOT IT!''** Diamond head charged forward. The purple hunter took to the air and started firing blasts from his laser cannon. Using his arms as a shield the blasts reflected off his arms and struck him.

The crab hunter attempted to catch Diamond head by the throat, but the diamond alien twisted out of the way and caught the claw under his arm. The purple hunter recovered and began firing missiles at which Diamond head used his strength to move the yellow hunter into the way, causing both the crab hunter's systems to suffer some damage and his armor to be cracked.

''**You blithering simpleton. Watch where you fire before I consider making your head my next trophy.''**

**''ZHEDIDHEYO!"' **The alien retorted as he fired again. Letting go and dodging another attack from the pincher Diamond head grabbed one of missiles and prepared to hurl it back at the alien only for him the hunter to press a button on the gauntlet on the wrist causing it to explode. Momentarily stunned by the explosion the yellow hunter took advantage of the situation and slammed Diamond head into ground.

**''Alright now let's see how you like being thrown around.'' **Ben made a switched to the crimson Four Arm alien and slammed it's powerful knuckles into the Crab Hunter, sending him reeling back several hundred feet. He then duck and dodged the blasts from the violet hunter and picked p several rocks, hurling them at around 40MPHs. The hunter was able to dodge the first three, but the last one clipped his fuel supply. Crying out something untranslatable he took, along with the yellow one that began to retreat underground. Before they could be pursued smoke bombs ignited around the red bruiser, causing him to drop to unconsciousness.

When Ben came too he found himself in an empty warehouse. Standing opposite of him was another hunter, but in black armor.

''Oh come on! Another one of you...'' Ben snarled as he readied the omnitrix.

** "I'll give you a suggestion, kid. Turn into a Petrosapien."**

"I'm really supposed to take the suggestion of one of the people whose most likely hunting me?''

"**Just do it."**

''Fine,'' Quickly reaching his threshold for annoyance Ben transformed. Readying his hands into blades he charged the black hunter only for him to side-step the diamond alien and kick him aside. **''Aah crap...alright then take this...'' **The shards fired bounced off his armor.

**"Show me some real power, kid!"**

**''You want some power...then take this!'' **Diamondhead slammed his fist into the ground as a pathway of Diamonds quickly materialized the ground and shot towards the Hunter. The hunter, moving with speeds that exceeded the others dodged the pathway and jumped over, attempting to kick the Diamondoid only for him to bring his arms together and form a shield.

''**You seem to know more then I expected. Though you far from mastered the potential of the form you're using.''  
><strong>

**''I'll guess I'll have to kick it up a notch.'' **Diamondhead replied with a smirk as he jumped back and fired some shards. The Hunter knocked them away with a sweep of his arm. Though Ben's attack wasn't finished yet as he placed his hand against the path of crystal which several spheres shot forward and aimed to disable to black hunters movements by crystallizing his legs in place only for him to easily jump out of the way. Diamondhead charged forward, his arms into blade only for his opponent to slam his fist into the ground, resulting in five column of diamond to sprout out and enclosed on him like a hand trapping him in place. ''**Aaw crud! Let me go!''**

**''Like I said...you still have much to learn.'' **the hunter remarked a she opened his helmet to show that they were of the same species.

**''We're...the same?''**

**"We're the same species. You are better then I figured you would be, but you still have a long way to go.''**

Diamondhead reverted back into Ben. ''I'm Ben Tennyson. Who...who are you?''

**''I am called Tetrax. You seem to have a decent understanding of the basic functions of the Omnitrix. Considering you're a child in the eyes of your society that is impressive. During your fight with Kraab and Sixsix I expected you to overwhelm them with muscle.''  
><strong>

''Uum yeah...Thanks.'' Ben remarked, feeling a bit embarrassed as that would have been his game plan if it hadn't been for Max lecturing him about being responsible with such a dangerous weapon and reminding him that anyone coming after them could having abilities that would make brute force useless. ''So you're not with those other guys? Why are you here?''

** "I need to take these two bounty hunters in to custody. I also came here to retrieve the omnitrix, but I believe it's in safe hands for the time being.'' **while Tetrax was hesitant to leave the Omnitrix in the hands of an adolescent he had other duties to take care of and with the Omnitrix's current location known to few who was searching for it's location it seemed safer to leave it here then to take it hot spots and risking it getting into the hands of someone else.

''My thing is how did something like the Omnitrix happen to appear on Earth? ''Though before the Ben could get his answers the two hunters showed up, With Gwen and Max in tow as hostages.

''Any ideas Tetrax?''

''**You'll have to play it smart. Sixsix is holding your companions hostage. One flase move could cause them their lives.''**

** "Turn yourself in, and we can just leave this planet in peace. Understand? Or these two pay the price."**

"Don't worry about us, Ben! Just do it!"

"Do something!"

_'Play it smart huh? That I can do.'_ Ben held out his hands and stepped forward.

_''_Ben! No!"

** "That's it…Sixsix!"** The violet alien dropped them and moved took out a blade, prepared to chop off Ben's hand to retrieve the Omnitrix. A smirk appeared on the brunette's head. 'You boys seem proud of your tech. Let's see how you do without it.'' At that moment Ben transformed into Grey Matter and jumped unto the alien.

** "GRATHDOUGFADSABH!"** He flailed around, taking to the sky, trying to shake off the miniature alien who climbed up to his jet pack and began to disable it. After a few moments the tiny alien jumped down as the jet pack ignited,sending the hunter crashing into the ground with burns.

Tetrax took the opportunity to quickly raid the fallen Hunter's weaponry and fired upon Kraab, causing him to flail back against the blasts. Tetrax then took out some sort of grenade and threw it at Kraab radiated a swirl of violently energy that reacted as an electric shook, disabling the hunter and knocking him unconscious.

"How was that?" Ben asked as he reverted to normal.

"Hmm. You assessed the situation, and reacted accordingly with intelligence instead of brawn. I'm impressed." Tetrax used a cube on Kraab and Sixsix. It enveloped them, and shrunk down to the size of a small rodent, then they were transported to inside the cube. Now he was definitely sure the Omnitrix was in the right hands.

**"I'll be going now."**

"Wait! Are there others like you? Who could know and teach me more about the aliens and the Omnitrix?'' even Ben thought it was a bit irresponsible not to tell him a bit more about the device.

**''I unfortunately have other matters to attend too. I'll put in some calls and let my allies known the Omnitrix has been located and is in good hands. But unfortunately because of all the conflicts breaking out, and interests the Omnitrix hold most of them will probably have their hands full trying to prevent threats like Sixsix and Krabb from arriving on Earth to come after it. But we will meet again."**

"Wait!" Gwen called out.

**"Yes?"**

"Thank you, Mr…"

**"Please, just Tetrax. No thanks are necessary. I bid you all farewell,''** The Petrosapien said he handed Ben his hover board. He pressed the teleportation sequence on his suit and phased out of there.

''Great,'' Ben said with a sigh as he folded his arms. ''That only brings up more questions then answers. I hope he's right about us meeting again.''

0

?

0

''**Master Vilgax it appears the Hunters have failed.''** the androids worker informed him as a snarl escaped from the flaps of the squid alien.

**''The wielder of the Omnitrix is proving to be a pest. Though I suppose with a tool like the Omnitrix even the likes of those infernal humans could pose a problem.''**

**''Should I send more drones Master?'' **the android asked him.

**''The more data required the better. The day will come when I shall meet this pest on the battle field. I will take delight of watching the life leave his eyes as I crush his pathetic being.'' **


End file.
